☑

Preliminary Proxy Statement

 ☐

 ☐

 ☐

 ☐

1.

To elect five directors, each to serve for a term of three years to expire at the Annual Meeting of Shareholders to be held in 2025.

2.

To consider and vote upon a non-binding advisory resolution to approve the compensation of Park’s named executive officers as disclosed in the accompanying proxy statement for the Annual Meeting.

3.

To consider and vote upon a proposal to ratify the appointment of Crowe LLP as the independent registered public accounting firm of Park for the fiscal year ending December 31, 2022.

4.

To consider and vote upon a proposal to adopt an amendment to Park’s Articles of Incorporation and related amendments to Park’s Regulations to eliminate cumulative voting rights in the election of Park directors.

5.

To transact any other business that properly comes before the 2022 Annual Meeting.

•

e-mailing shareholderservices@parknationalbank.com;

•

calling (800) 837-5266, ext. 5208; or

•

forwarding a written request addressed to Park National Bank, Shareholder Services, Attention: Debbie Daniels, 1 South Main Street, P.O. Box 1270, Mount Vernon, Ohio 43050-1270.

•

notify Park that the registered shareholders wish to receive separate annual reports to shareholders, proxy statements or notices of internet availability of proxy materials, as applicable, in the future; or

•

request delivery of a single copy of annual reports to shareholders, proxy statements or notices of internet availability of proxy materials, as applicable, in the future if they are receiving multiple copies.

•

Vote Over the Internet.

•

Vote By Telephone. Call 1-800-690-6903.

•

By mail. If you received a printed copy of our proxy materials, you may submit your vote by filling in, signing and dating your proxy card and returning it in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than April 24, 2022 to be voted at the Annual Meeting.

•

e-mailing shareholderservices@parknationalbank.com;

•

calling (800) 837-5266, ext. 5208; or

•

forwarding a written request addressed to Park National Bank, Shareholder Services, Attention: Debbie Daniels, 1 South Main Street, P.O. Box 1270, Mount Vernon, Ohio 43050-1270.

•

“FOR” the election as Park directors of the nominees identified below under the heading “ELECTION OF DIRECTORS (Proposal 1)”;

•

“FOR” the non-binding advisory resolution to approve the compensation of Park’s named executive officers as disclosed in this proxy statement;

•

“FOR” the ratification of the appointment of Crowe LLP as Park’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

•

“FOR” the adoption of an amendment to Park’s Articles of Incorporation and related amendments to Park’s Regulations to eliminate cumulative voting rights in the election of Park directors.

•

delivering a written notice of revocation to the Secretary of Park at 51 North Third Street, Newark, Ohio 43055, to be received no later than April 24, 2022;

•

signing and returning a new proxy card with a later date – only your latest completed, signed and dated proxy card received by April 24, 2022, will be counted;

•

submitting a later-dated vote by telephone or via the Internet – only your latest telephone or Internet voting instructions received by 11:59 p.m., Eastern Daylight Saving Time, on April 24, 2022, will be counted; or

•

participating in the Annual Meeting live via the Internet and voting again.

•

•

•

•

•

the Carolina Alliance Bank Division has been part of the Carolina Division of Park National Bank;

•

the Century National Bank Division has been part of the East Division of Park National Bank;

•

the Fairfield National Bank Division has been part of the Southeast Division of Park National Bank;

•

the First-Knox National Bank Division has been part of the North Central Division of Park National Bank; and

•

the Security National Bank Division has been part of the West Central Division of Park National Bank.

*

Less than 1%

(1)

Unless otherwise indicated in the footnotes to this table, each beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table for such beneficial owner. All fractional common shares have been rounded to the nearest whole common share. The mailing address of each of the directors and executive officers of Park is 50 North Third Street, Post Office Box 3500, Newark, Ohio 43058-3500.

(2)

The “Percent of Class” computation is based upon [•] common shares outstanding on February 28, 2022.

(3)

Based on information contained in a Schedule 13G/A, dated January 27, 2022 and filed with the SEC on that same day, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; BlackRock Fund Managers Ltd.; BlackRock Asset Management Schweiz AG; and BlackRock Investment Management, LLC) of common shares of Park as of December 31, 2021, and consequently, the beneficial ownership of BlackRock, Inc. may have changed prior to the printing of this proxy statement. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 2,245,590 common shares and sole investment power as to 2,276,568 common shares. The Schedule 13G/A also reported that BlackRock Fund Advisors beneficially owned 5% or greater of Park’s outstanding common shares.

(4)

The trust department of Park National Bank beneficially owns 1,605,010 common shares, with sole voting power as to 1,575,747 common shares and sole investment power as to 443,710 common shares. The officers and directors of Park National Bank and the officers and directors of Park disclaim beneficial ownership of the common shares beneficially owned by the trust department of Park National Bank. The number shown does not include 1,132,607 common shares held of record by the trust department of Park National Bank as to which the trust department has no voting or investment power.

(5)

Based on information contained in a Schedule 13G/A dated February 9, 2022, and filed by The Vanguard Group with the SEC on February 10, 2022, to report beneficial ownership of common shares of Park as of December 31, 2021, and consequently, the beneficial ownership of The Vanguard Group may have changed prior to this printing of this proxy statement. The Schedule 13G/A reported that The Vanguard Group had shared voting power as to 12,295 common shares, sole investment power as to 1,520,773 common shares and shared investment power as to 23,812 common shares.

(6)

The number shown includes 33 common shares held in a managing agency account with the trust department of Park National Bank as to which common shares the trust department of Park National Bank has sole voting and investment power.

(7)

Individual named in Summary Compensation Table for 2021. Messrs. DeLawder, Miller and Trautman are also directors of Park.

(8)

The number shown includes: (i) 27,348 common shares held for the account of Mr. DeLawder in the Park KSOP; and (ii) 50,232 common shares held in an account for the benefit of the wife of Mr. DeLawder as to which she has sole voting and investment power and Mr. DeLawder disclaims beneficial ownership. As of February 28, 2022, 55,280 common shares held by Mr. DeLawder and 50,148 common shares held by the wife of Mr. DeLawder were pledged as security to a financial institution, which is not affiliated with Park, in connection with a personal loan.

(9)

The number shown includes: (i) 5,811 common shares held in a managing agency account with the trust department of Park National Bank as to which common shares the trust department of Park National Bank and Mr. Englefield share voting power and Mr. Englefield has investment power; (ii) 273 common shares held by Mr. Englefield in an individual retirement account with a brokerage firm; (iii) 1,590 common shares held in a cash management account by a brokerage firm as custodian for Mr. Englefield; and (iv) 860 common shares held in a trust with a brokerage firm for the benefit of members of Mr. Englefield’s immediate family, as to which trust Mr. Englefield serves as the trustee with voting power and investment power.

(10)

The number shown includes 1,370 common shares held jointly by Mr. Judd and his wife as to which he shares voting and investment power.

(11)

The number shown includes 250 common shares held by Mr. Kambeitz in an individual retirement account with a brokerage firm.

(12)

The number shown includes 3,780 common shares held jointly by Mr. McLain and his wife as to which he shares voting and investment power.

(13)

The number shown includes: (i) 4,026 common shares held for the account of Mr. Miller in the Park KSOP; (ii) 553 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2022; (iii) 640 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2023; (iv) 1,042 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 29, 2024; (v) 1,279 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 27, 2025; and (vi) 471 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2026. As of February 28, 2022, 1,584 common shares held by Mr. Miller were pledged as security to a financial institution, which is not affiliated with Park, in connection with a personal line of credit.

(14)

The number shown includes: (i) 500 common shares held by the wife of Mr. O’Neill in a managing agency account with the trust department of Park National Bank as to which she has sole investment power, the trust department of Park National Bank has voting power and Mr. O’Neill disclaims beneficial ownership; and (ii) an aggregate of 2,000 common shares held by two trusts established for the benefit of Mr. O’Neill’s two children as to which the trust department of Park National Bank has sole voting and investment power and Mr. O’Neill disclaims beneficial ownership. The number shown also includes 5,000 common shares held by Southgate Company Limited Partnership. Mr. O’Neill is President of Southgate Corporation, which corporation is the general partner of Southgate Company Limited Partnership, and in such capacity as President, he may be deemed to indirectly exercise voting power and investment power over the common shares held by Southgate Company Limited Partnership. Mr. O’Neill disclaims beneficial ownership of the common shares held by Southgate Company Limited Partnership except to the extent of his pecuniary interest therein. The number shown does not include (x) an aggregate of 902 common shares held in two educational trust accounts established by Mr. Robert E. O’Neill’s father (John J. O’Neill) for the benefit of his grandchildren for which Park National Bank’s trust department serves as co-trustee with Mr. Robert E. O’Neill and as to which common shares the trust department has voting power and investment power but would request input from Mr. Robert E. O’Neill prior to making investment decisions with respect to these common shares; and (y) 2,000 common shares held by the trust department of Park National Bank for The O’Neill Foundation, an Ohio nonprofit corporation managed by Mr. O’Neill’s wife and two adult children, and as to which common shares Mr. O’Neill has no voting power or investment power.

(15)

The number shown includes: (i) an aggregate of 7,572 common shares held by Mr. Ramser in two individual retirement accounts with Park National Bank; (ii) 15,529 common shares held by the wife of Mr. Ramser as to which she has sole voting and investment power and Mr. Ramser disclaims beneficial ownership; (iii) an aggregate of 8,500 common shares held by three trusts established for the benefit of Mr. Ramser’s three children for which Mr. Ramser serves as trustee and as to which Mr. Ramser disclaims beneficial ownership; (iv) 3,421 common shares held by Ramser FLP Inc. of which Mr. Ramser owns 50% of the equity interests and Mr. Ramser disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein; (v) 25,416 common shares held by Ramser FLP Ltd. of which Mr. Ramser owns 47.5% of the equity interests and Mr. Ramser disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein; and (vi) 15,453 common shares held by Ramser Arboretum over which Mr. Ramser shares voting and investment power in his capacity as Secretary and Treasurer and as to which Mr. Ramser disclaims beneficial ownership.

(16)

The number shown includes: (i) 16,719 common shares held for the account of Mr. Trautman in the Park KSOP; (ii) 13,230 common shares held by the wife of Mr. Trautman as to which she has sole voting and investment power and Mr. Trautman disclaims beneficial ownership; (iii) 822 common shares held in a rollover plan as to which the wife of Mr. Trautman has sole investment power, the trust department of Park National Bank has voting power and Mr. Trautman disclaims beneficial ownership; (iv) 346 common shares held in an inherited IRA for the benefit of the wife of Mr. Trautman as to which she has sole investment power, the trust department of Park National Bank has voting power and Mr. Trautman disclaims beneficial ownership; (v) 1,891 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until

(17)

The number shown includes 100 common shares held by the wife of Mr. Zazworsky in a brokerage account as to which she has sole voting and investment power and Mr. Zazworsky disclaims beneficial ownership. The number shown does not include 10 common shares held by an investment club of which Mr. Zazworsky is a member. Mr. Zazworsky disclaims beneficial ownership of these 10 common shares because the voting power and the investment power with respect to these common shares are subject to collective action by the members of the investment club.

(18)

The number shown includes: (i) 6,697 common shares held for the account of Mr. Burt in the Park KSOP; (ii) 709 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2022; (iii) 938 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2023; (iv) 1,673 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 29, 2024; (v) 1,413 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 27, 2025; and (vi) 497 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2026. As of February 28, 2022, 3,445 common shares held by Mr. Burt were pledged as security to a financial institution which is not affiliated with Park, in connection with a personal line of credit.

(19)

See Notes (6) and (8) through (18) above.

•

the relevant facts and circumstances of the relationships, whether direct or indirect and whether employment, commercial, industrial, banking, consulting, legal, accounting, charitable, familial or otherwise, between Park and/or any of our subsidiaries (including their divisions) and (i) each current Park director (and the immediate family members of each current Park director) or (ii) the Former Director (and the immediate family members of the Former Director), in each case since January 1, 2019;

•

the compensation and other payments (including payments made in the ordinary course of providing business services) that (i) each current Park director (and the immediate family members of each current Park director) or (ii) the Former Director (and the immediate family members of the Former Director):

•

has, directly or indirectly, received from or made to Park and/or any of our subsidiaries (including their divisions) since January 1, 2019; or

•

presently expects to receive, directly or indirectly, from or make to Park and/or any of our subsidiaries (including their divisions);

•

the relationship, if any, between (i) each current Park director (and the immediate family members of each current Park director) or (ii) the Former Director (and the immediate family members of the Former Director) and each independent registered public accounting firm which has served as the outside auditor for Park and/or any of our subsidiaries since January 1, 2019;

•

whether (i) any current Park director (or any of the immediate family members of any current Park director) or (ii) the Former Director (or any immediate family member of the Former Director) is or was employed as an executive officer of another entity where, at any time since January 1, 2019, any of Park’s executive officers served or presently serves on the compensation committee of such other entity; and

•

whether (i) any current Park director or (ii) the Former Director participated in the preparation of the financial statements of Park or any of our current subsidiaries at any time since January 1, 2019.

•

compensation received and expected to be received in the individual’s capacity as a Park director and a director of Park National Bank (and/or a member of the advisory board of directors of one of the divisions of Park National Bank);

•

non-preferential payments made or received in the ordinary course of providing business services (in the nature of payments of interest or proceeds relating to deposit, trust or other banking services or loans by Park National Bank or any division of Park National Bank);

•

ownership of Park common shares;

•

in the case of Timothy S. McLain, compensation received by Mr. McLain’s brother (James L. McLain, II) in the capacity of James L. McLain, II as a member of the advisory board of directors of the Fairfield National Bank Division (now part of the Southeast Division) of Park National Bank;

•

in the case of Timothy S. McLain, the fact that the firm of Timothy S. McLain and James L. McLain, II has provided miscellaneous tax services to fiduciary customers of Park National Bank in a total amount not exceeding $50,000 in each of Park’s past three fiscal years, and continues to do so, and that such services are not provided directly or indirectly to or for the benefit of Park or Park National Bank or any division of Park National Bank;

•

in the case of Robert E. O’Neill, the fact that he serves as a member of the Governing Board of The Licking County Foundation and (i) Park National Bank and the Park National Corporation Foundation have made donations to this organization in an aggregate amount totaling less than $80,000 in each of Park’s past three fiscal years and (ii) the Park National Corporation Foundation approved, in December of 2019, a multi-year pledge commitment totaling $300,000 over five years to be paid in annual installments of $60,000 beginning in 2020, in each case with Mr. O’Neill receiving and to receive no direct or indirect benefit in any capacity from the donations made by Park National Bank and the Park National Corporation Foundation;

•

in the case of Robert E. O’Neill, the fact that he serves on the Board of Trustees of the Newark Campus Development Fund and the Park National Corporation Foundation approved, in 2019, a multi-year pledge commitment totaling $628,750 over five years to be paid in annual installments of $125,750 beginning in 2019, with Mr. O’Neill receiving and to receive no direct or indirect benefit in any capacity from the donations made by the Park National Corporation Foundation;

•

in the case of Mark R. Ramser, the fact that he serves as a member of the Board of Directors of Knox Community Hospital and the Park National Corporation Foundation approved, in 2018, a multi-year pledge commitment to Knox Community Hospital Foundation totaling $250,000 over five years to be paid in annual installments of $50,000 beginning in 2018, with Mr. Ramser receiving and to receive no direct or indirect benefit in any capacity from the donations made by the Park National Corporation Foundation;

•

in the case of Julia A. Sloat, the fact that she serves as Executive Vice President and Chief Financial Officer (and previously served as Senior Vice President – Treasury and Risk) of American Electric Power Company, Inc., an electric public utility holding company that, through one or more of its affiliates, provides utility services to Park and our subsidiaries; and

•

in the case of each of Alicia J. Hupp, Timothy S. McLain, Robert E. O’Neill, Mark R. Ramser and Leon Zazworsky, the fact that he or she serves or served on the Board of Trustees/Directors of, or on a committee of, a non-profit organization to which Park National Bank (or one of its divisions) or the Park National Corporation Foundation made nominal donations not exceeding $50,000 in each of Park’s past three fiscal years, with the applicable director receiving and to receive no direct or indirect benefit in any capacity from the donations made.

•

whether the candidate has exhibited behavior indicating a commitment to the highest ethical standards;

•

whether the candidate has special skills, expertise and background that would complement the attributes of the incumbent Park directors, taking into consideration the diverse communities and geographies in which Park and our subsidiaries operate;

•

whether the candidate has achieved prominence in his/her business, governmental or professional activities, and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that members of the Park Board of Directors are called upon to make;

•

whether the candidate possesses a willingness to challenge management while working constructively as a part of a team in an environment of collegiality and trust; and

•

whether the candidate will be able to devote sufficient time and energy to the performance of his/her duties as a Park director. Directors are to advise Park’s Chairman of the Board and the Chair of the Nominating Committee in advance of accepting an invitation to serve on another public company board. The Nominating Committee will then review the individual’s availability to fulfill his/her responsibilities as a Park director if he/she serves on more than three other public company boards.

•

the name and address of each proposed nominee;

•

the principal occupation of each proposed nominee;

•

the total number of Park common shares that will be voted for each proposed nominee;

•

the name and residence address of the nominating shareholder; and

•

the number of Park common shares beneficially owned by the nominating shareholder.

•

the proposed transaction is first submitted to Park’s Chief Executive Officer or Park’s Chief Financial Officer for approval at least two weeks prior to the proposed execution of documents evidencing the proposed transaction, together with a written justification for the proposed transaction; and

•

the proposed transaction is approved by Park’s Chief Executive Officer or Park’s Chief Financial Officer. There is no assurance, however, that such approval will be given.

•

Trading in Park common shares or any other Park security on a short-term basis, with any Park common shares purchased in the open market or in a privately-negotiated transaction being required to be held for a minimum of six months.

•

Engaging in short sales of Park common shares.

•

Buying or selling put options, call options or other derivative securities with respect to Park common shares.

•

The Chairman of the Board/Chief Executive Officer’s day-to-day management and operation of Park and execution of Park’s strategy, in each case with the direct assistance of the President (collectively, the “Executives”), provide the Executives with a comprehensive understanding of Park’s performance and strategic priorities, which is crucial for participating in discussions with the Board of Directors and executing strategy.

•

The Executives, supplemented by the Lead Director, promote strategy development and execution and facilitate the flow of information between management and the Board of Directors, which are essential to effective corporate governance.

•

Taken together, the Lead Director and the Executives foster clear accountability, effective decision-making and alignment on corporate strategy. The Executives and the Lead Director confer on the calendar and agendas for the meetings of the Board of Directors and the Lead Director chairs the executive session of each Board meeting, reporting the results of those executive sessions to the Chairman of the Board/Chief Executive Officer. The Lead Director also has the authority to call meetings of the independent directors.

•

Leon Zazworsky, in his capacity as the Lead Director, serves as liaison between the Executives and the independent directors. As discussed in his biographical information, Mr. Zazworsky has decades of experience not only with the Park organization, but also as the owner/operator of several successful private businesses. Park’s management and the Board of Directors believe Mr. Zazworsky has executed and will continue to execute his Lead Director duties with the same care and concern he has brought to the Board of Directors of Park National Bank (Park’s lead subsidiary) since 1991 and to the Park Board of Directors since 2003.

•

overseeing the accounting and financial reporting processes of Park and our subsidiaries;

•

overseeing the audits of the consolidated financial statements of Park and reviewing the annual and interim consolidated financial statements of Park (and related disclosures) with Park’s independent registered public accounting firm and Park’s management;

•

appointing, compensating and overseeing the work and the independence of the independent registered public accounting firm engaged by Park for the purpose of preparing or issuing an audit report or performing related work for Park or any of our subsidiaries;

•

reviewing and evaluating the experience and qualifications of the lead partner and other senior members of the audit team of Park’s independent registered public accounting firm and ensuring that all partner rotations, as required by applicable laws and regulations, are executed;

•

discussing with Park’s independent registered public accounting firm the matters required to be communicated to the Audit Committee under applicable auditing standards and SEC rules;

•

determining hiring policies for employees or former employees of Park’s independent registered public accounting firm;

•

discussing Park’s major financial risk exposures and the steps Park’s management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and management is undertaken;

•

coordinating with the Compensation Committee, as appropriate, on compensation matters;

•

appointing and determining the compensation for the Chief Auditor (the Head of the Internal Audit Department), reviewing and approving the Internal Audit Department budget, determining the compensation for all of the staff auditors, reviewing and approving the Internal Audit Procedures Manual and overseeing the work of the Internal Audit Department;

•

performing an annual independent performance evaluation of Park’s Chief Auditor;

•

instituting procedures for the receipt, retention and treatment of complaints received by Park or any of our subsidiaries regarding accounting, internal accounting controls or auditing matters, which procedures are outlined in Park’s Code of Business Conduct and Ethics;

•

reviewing and overseeing procedures designed to identify “related person” transactions that are material to Park’s consolidated financial statements or otherwise require disclosure under any applicable laws, rules and regulations and, when appropriate, approving any such “related person” transactions, including those involving Park and/or any of our subsidiaries in which a director or executive officer of Park, or any member of his/her immediate family, has a direct or indirect interest;

•

preparing the report of the Audit Committee to be integrated into Park’s annual proxy statement as well as reviewing any other information related to the duties and responsibilities of the Audit Committee required to be disclosed under applicable laws, rules and regulations;

•

discussing with Park’s management Park’s processes regarding compliance with applicable laws, rules and regulations and with Park’s Code of Business Conduct and Ethics, with the Audit Committee having the authority to investigate and take any action it deems appropriate with respect to any alleged violation of Park’s Code of Business Conduct and Ethics by any of the officers or directors of Park or our subsidiaries;

•

reviewing all significant regulatory examination findings requiring corrective action or relating to Park’s consolidated financial statements, internal controls or accounting policies; and

•

assisting the full Board of Directors in the oversight of:

•

the integrity of Park’s consolidated financial statements and the effectiveness of Park’s internal control over financial reporting;

•

the performance of Park’s independent registered public accounting firm and Park’s Internal Audit Department;

•

the independent registered public accounting firm’s qualifications and independence; and

•

the legal and regulatory compliance and ethics programs established by Park’s management and the full Board of Directors, including the Code of Business Conduct and Ethics.

•

periodically reviewing with Park’s management and approving the general compensation policy for the executive officers of Park and those other employees of Park and our subsidiaries whom the full Board of Directors directs or as may be required by any applicable laws, rules or regulations;

•

evaluating the performance of Park’s executive officers in light of goals and objectives approved by the Compensation Committee and determining those executive officers’ compensation based on that evaluation;

•

administering or causing the administration (including through delegation to the Executive Committee to the extent permitted by applicable laws, rules and regulations) of Park’s incentive compensation plans, equity-based plans (in particular, the Park National Corporation 2013 Long-Term Incentive Plan or the “2013 LTIP” and the Park National Corporation 2017 Long-Term Incentive Plan for Employees or the “2017 Employees LTIP”) and any other plans requiring Compensation Committee administration and approving awards as required to comply with applicable laws, rules and regulations;

•

reviewing the relationship between achievement of incentive compensation goals and any accounting adjustments recommended by Park’s management and meeting with representatives of the Audit Committee, as appropriate, in making any related determinations;

•

overseeing the preparation of the compensation discussion and analysis (and related disclosures) and recommending to the full Board of Directors the inclusion of such compensation discussion and analysis in the annual proxy statement of Park in accordance with applicable NYSE American Rules and applicable SEC rules;

•

approving the Compensation Committee Report to be included in the annual proxy statement of Park in accordance with applicable SEC rules;

•

recommending to the full Board of Directors the amount and form of compensation for directors;

•

reviewing and making recommendations to the full Board of Directors with respect to incentive compensation plans and equity-based plans in accordance with applicable laws, rules and regulations;

•

reviewing and approving any compensation-related matters to be considered by the shareholders at each annual meeting of shareholders and recommending any actions to be taken by the full Board of Directors with respect to those proposals;

•

reviewing and making recommendations to the full Board of Directors regarding the frequency with which Park should submit to the Park shareholders an advisory vote on the compensation of Park’s named executive officers, taking into account any prior shareholder advisory vote on such frequency;

•

reviewing the results of any shareholder advisory vote on the compensation of Park’s named executive officers and evaluating the executive compensation policies and practices of Park and our subsidiaries in light of such advisory vote;

•

annually reviewing the risks that arise from the compensation policies and practices of Park and our subsidiaries and determining whether such risks are reasonably likely to have a material adverse effect on Park or lead to a material financial loss at Park or any of Park’s subsidiaries;

•

reviewing the regulatory compliance of compensation programs, including overseeing Park’s policies on structuring compensation programs to preserve tax deductibility, and as and when required, establishing performance goals and certifying that performance goals have been attained;

•

reviewing and assessing the independence of the Compensation Committee’s compensation consultants, legal counsel and other advisers, in accordance with applicable NYSE American Rules and applicable SEC rules; and

•

reviewing and evaluating any conflict of interest raised by the work performed by any compensation consultant for the Compensation Committee or Park and/or our subsidiaries and recommending any actions to be taken by Park and/or our subsidiaries.

•

to fill vacancies on the Board of Directors or in any Board committee;

•

to amend our Regulations;

•

that has been delegated by the full Board of Directors exclusively to one or more other Board committees;

•

that applicable law or our governing documents do not permit to be delegated to a Board committee;

•

to recommend to the shareholders any action that requires shareholder approval, other than the election of directors; and

•

to approve any merger or share exchange which does not require shareholder approval.

•

reviews and approves Park’s risk management framework;

•

receives and reviews reports from Park’s Chief Risk Officer regarding Park’s risk assessment and risk profile for Park and our subsidiaries;

•

receives and reviews reports from Park’s Chief Risk Officer regarding risk management deficiencies and actions implemented to address any risk management deficiencies;

•

reviews and approves items related to Park’s Loan Review function, in particular with respect to the commercial loan portfolio;

•

reviews and approves Park’s activity relative to new initiatives;

•

provides oversight with respect to Park’s model risk management and third-party risk management activities;

•

reviews Park’s overall compliance risk profile;

•

reviews regulatory findings directed to the attention of the Board of Directors, assesses the adequacy of management’s response to material regulatory findings and monitors compliance with management’s response; and

•

appoints Park’s Chief Risk Officer (who in turn reports directly to both the Risk Committee and Park’s Chief Executive Officer) and performs an annual independent performance evaluation and approves the compensation of Park’s Chief Risk Officer.

•

be binding upon the Park Board of Directors or the Compensation Committee with respect to future executive compensation decisions, including those relating to Park’s named executive officers, or otherwise;

•

overrule any decision made by the Park Board of Directors or the Compensation Committee; or

•

create or imply any additional fiduciary duty by the Park Board of Directors or the Compensation Committee.

•

David L. Trautman, Chairman of the Board and Chief Executive Officer (the “Chairman/CEO”)

•

Brady T. Burt, Chief Financial Officer, Secretary and Treasurer (the “CFO”)

•

Matthew R. Miller, President (the “President”)

•

C. Daniel DeLawder, Chairman of the Executive Committee of the Board of Directors (the “Executive Committee Chairman”). Mr. DeLawder retired as an executive officer of Park and Park National Bank and an employee of Park National Bank on June 30, 2021. He continued to serve as Executive Committee Chairman and a non-employee director of Park subsequent to June 30, 2021. Due to his retirement on June 30, 2021, as has been the historical practice upon the retirement of other employees who are not NEOs, Mr. DeLawder is to receive a bonus for his service during the six-month period from January 1, 2021 through June 30, 2021, consistent with those paid to non-NEOs from the non-NEO bonus pool, which bonus is to be paid during the 2022 fiscal year. Accordingly, the bonus to be received by Mr. DeLawder was not addressed during the deliberations of the Compensation Committee when determining the annual incentive compensation to be paid to Mr. Trautman, Mr. Burt and Mr. Miller for the 2021 fiscal year.

•

Net income increased by $26.0 million (from $127.9 million for the 2020 fiscal year to $153.9 million for the 2021 fiscal year).

•

Return on average assets (“ROAA”) increased to 1.56% for the 2021 fiscal year from 1.38% for the 2020 fiscal year.

•

Return on average common equity (“ROAE”) increased to 14.45% for the 2021 fiscal year from 12.68% for the 2020 fiscal year.

•

Return on average tangible common equity (“ROATE”) increased to 17.15% for the 2021 fiscal year from 15.25% for the 2020 fiscal year. ROATE is calculated by dividing net income for the applicable year by average tangible equity (which excludes the impact of average goodwill and other intangible assets on average shareholders’ equity) during such year. Average goodwill and other intangible assets were $168.0 million for the 2021 fiscal year and $170.0 million for the 2020 fiscal year.

(1)

Lower is better. The efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income, assuming a 21% corporate federal income tax rate.

(2)

Total shareholder return (“TSR”) was considered by the Compensation Committee for the first time when reviewing Park’s financial results for the 2021 fiscal year and determining the annual incentive compensation awards for the 2021 fiscal year, which are to be paid in the 2022 fiscal year.

•

100% performance-based long-term incentive awards: Park’s executive officers are granted 100% of their long-term incentive compensation as equity-based compensation in the form of PBRSUs which have historically been earned based on the cumulative ROAA for a three-fiscal-year performance period as compared to the cumulative ROAA results for the Industry Index of financial services holding companies in the United States with assets of $3 billion to $10 billion, excluding corporations classified for federal income tax purposes as “S corporations,” which are identified in Appendix A to this proxy statement (the “$3 Billion to $10 Billion Industry Index”), for that same period. In addition, in order to earn any of the PBRSUs, Park’s consolidated net income for each fiscal year within the performance period must be equal to or greater than 110% of all cash dividends declared and paid during each applicable fiscal year. Additionally, PBRSUs have a more challenging payout curve than market practice as they do not provide for any payout below median relative performance and require 80^th percentile relative performance to receive a maximum payout of 150% of target.

•

Significant vesting periods: PBRSUs earned based upon the financial results for the three-fiscal-year performance period, are subject to additional vesting requirements. One-half of the PBRSUs earned will vest on the date the Compensation Committee (or, when delegated such authority, the Executive Committee) certifies the results for the applicable performance period, with the remaining 50% of the earned PBRSUs vesting on the first anniversary of the certification date.

•

Additional holding requirements: Common shares received upon settlement of earned and vested PBRSUs cannot be sold, transferred, assigned or otherwise similarly disposed of for five years after the date they are delivered.

•

Limited executive benefits: NEOs receive the same fringe benefits as other employees, except that Park and Park National Bank have entered into supplemental executive retirement benefits agreements (“SERP Agreements”) with the NEOs which are intended to provide total retirement benefits (in terms of income replacement) that are comparable to those available to other employees in the Park organization with similar years of service.

•

No employment agreements: Park does not offer employment contracts, specific change-in-control agreements or termination benefits to the NEOs, in contrast to practices which are fairly common among other financial services holding companies of Park’s asset size. The impact of the termination of an NEO’s employment and the impact of a change in control upon the PBRSUs held by the NEO are described in the footnotes to the table included in the section captioned “Grants of Plan-Based Awards.”

•

Strong shareholder support: At the 2021 Annual Meeting, the Park shareholders approved Park’s executive compensation program through the annual “say on pay” vote, with approximately 97.9% of the total votes cast (excluding abstentions) voting “FOR” approval.

•

Base salary, which rewards an NEO’s skills, competencies, experience and individual performance. Base salaries were set based on the NEOs’ duties and responsibilities, market pay levels and individual performance.

•

Annual incentive compensation was modified for the 2021 fiscal year for Mr. Trautman, Mr. Burt and Mr. Miller. Due to his transition to retirement as an executive officer of Park and Park National Bank and an employee of Park National Bank on June 30, 2021, Mr. DeLawder is not to receive an annual incentive compensation award for the 2021 fiscal year determined in the same manner as for Mr. Trautman, Mr. Burt and Mr. Miller. Rather, the bonus Mr. DeLawder is to receive for his service during the six-month period from January 1, 2021 through June 30, 2021 is to be consistent with those paid to non-NEOs from the non-NEO bonus pool. The annual incentive compensation awards for Mr. Trautman, Mr. Burt and Mr. Miller remained discretionary in nature, but now also incorporated a comparison of actual financial results to internal financial targets. Each of Mr. Trautman, Mr. Burt and Mr. Miller was provided a target annual incentive compensation opportunity for the 2021 fiscal year which could be earned based on Park’s performance against preset goals for diluted earnings per share (“EPS”), pre-tax, pre-provision for (recovery of) credit losses return on average tangible equity (“PTPP ROATE”), pre-tax pre-provision for (recovery of) credit losses return on average tangible assets, with average tangible assets excluding the impact of average goodwill and other intangible assets on average assets (“PTPP ROATA”) and the efficiency ratio. Minimum and maximum levels of potential awards were available at 87.5% to 112.5% of the internal target for each of the preset goals for the financial measures described in the preceding sentence. In addition, the Compensation Committee has the ability to modify the calculated payment by up to 25% on a discretionary basis using factors such as relative TSR and ROAA and ROAE financial performance versus the Midwest Regional Compensation Peer Group and other factors. The payouts remained discretionary; however, the Compensation Committee took Park’s performance against budgeted financial targets into account when making the Compensation Committee’s decisions with respect to the annual incentive compensation awarded.

•

Long-term incentive awards in the form of PBRSUs which will vest based on Park’s cumulative ROAA for the three-fiscal-year performance period from January 1, 2021 through December 31, 2023, compared to the cumulative ROAA results of the $3 Billion to $10 Billion Industry Index for the same period. PBRSUs reward the NEOs for long-term financial results that are comparable to or better than those of other similarly-sized financial services holding companies, build ownership of Park common shares, strengthen alignment with the interests of Park shareholders and help retain key employees who are critical to Park’s long-term success.

•

Attracts, rewards and retains NEOs and other highly-qualified employees.

•

Motivates NEOs as well as other employees to achieve Park’s annual and long-term goals.

•

Rewards individual effort and performance with the primary objectives of improving diluted EPS, PTPP ROATE, PTPP ROATA, the efficiency ratio, TSR, ROAE and ROAA.

•

Considers the pay levels of the NEOs relative to executive officers serving in comparable positions at financial services holding companies in the Midwest Regional Compensation Peer Group. We review our performance relative to the Midwest Regional Compensation Peer Group.

•

Encourages ownership of Park common shares by the NEOs and other senior leadership to foster a culture of ownership and increase their alignment with the interests of Park shareholders.

•

Compensation Committee

•

NEOs

•

Outside Advisors

•

The shareholders’ advisory vote at the 2021 Annual Meeting regarding management’s proposal for approval of the compensation of Park’s NEOs.

•

Park’s continued strong financial performance in the 2020 fiscal year and the 2021 fiscal year, as shown in the section captioned “Executive Summary – Performance Highlights.”

•

Park’s performance in comparison to the financial services holding companies in the Midwest Regional Compensation Peer Group as shown in the section captioned “Executive Summary – Performance Highlights.”

•

Pay practices at the financial services holding companies in the Midwest Regional Compensation Peer Group.

•

Annual incentive compensation was approximately 22% of total direct compensation for each of Mr. Trautman, Mr. Burt and Mr. Miller.

•

The estimated grant date fair value of the target PBRSU award was approximately 22% of total direct compensation for each of Mr. Trautman and Mr. Miller and approximately 29% for Mr. Burt.

•

Base salary levels of similarly-situated executive officers at financial services holding companies of similar asset size and the base salary increases of executive officers of those other financial services holding companies in general and the financial services holding companies in the Midwest Regional Compensation Peer Group in particular.

•

Total target cash compensation opportunities, inclusive of new annual incentive targets, of similarly-situated executive officers at financial services holding companies of similar asset size in general and the financial services holding companies in the Midwest Regional Compensation Peer Group in particular.

•

The merit increase budget for other senior leadership and employees within the Park organization.

•

The Compensation Committee’s evaluation of the performance of the Chairman/CEO and the Chairman/CEO’s evaluation of the performance of the President, the CFO and, for the period of the 2021 fiscal year prior to his June 30, 2021 retirement, the Executive Committee Chairman.

•

Park’s ROAE for the 2020 fiscal year, which continued to represent one of the highest levels among the financial services holding companies in the Midwest Regional Compensation Peer Group.

•

Park’s performance for the 2021 fiscal year compared to the Midwest Regional Compensation Peer Group and prior year results for Park.

•

Each of Mr. Trautman, Mr. Burt and Mr. Miller was provided a target annual incentive compensation opportunity for the 2021 fiscal year which could be earned based on Park’s performance against preset goals for diluted EPS, PTPP ROATE, PTPP ROATA and the efficiency ratio. Minimum and maximum levels of potential awards were available at 87.5% to 112.5% of the internal target for each of the preset goals for the financial measures described in the preceding sentence. In addition, the Compensation Committee had the ability to modify the calculated payment by up to 25% on a discretionary basis using factors such as relative TSR and ROAA and ROAE financial performance versus the Midwest Regional Compensation Peer Group and other factors.

•

The following four factors were weighted, each with a minimum, target and maximum payout with the maximum achievement resulting in 150% of target.

•

Diluted EPS was $9.37 and exceeded the maximum payout level.

•

PTPP ROATE was 19.65% and approximated 87% of the target payout level.

•

PTPP ROATA was 1.82% and approximated 81% of the target payout level.

•

The efficiency ratio was 61.27% and approximated 84% of the target payout level.

•

Discretionary multiplier:

•

The TSR for Park was over the 90^th percentile compared to the Midwest Regional Compensation Peer Group for the three-year and five-year periods, and at the 60^th percentile for the one-year period.

•

Park’s ROAE and ROAA for the twelve months ended December 31, 2021 relative to the levels of ROAE and ROAA for the financial services holding companies in the Midwest Regional Compensation Peer Group for the nine-month period ended September 30, 2021. Park’s ROAE and ROAA of 14.45% and 1.56%, respectively, for the twelve months ended December 31, 2021 approximated the 95^th percentile of each financial measure for the Midwest Regional Compensation Peer Group.

•

The Board of Directors’ evaluation of the performance of the Chairman/CEO and the evaluation by the Chairman/CEO of the performance of the President and the CFO.

•

the requirement that annual net income for each fiscal year within the performance period exceed at least 110% of dividends paid in the applicable fiscal year;

•

no PBRSUs granted effective on January 1, 2021 will be earned for results below the 50^th percentile of the $3 Billion to $10 Billion Industry Index used as the comparison group, as measured by ROAA;

•

the maximum number of PBRSUs granted effective on January 1, 2021 will be earned for ROAA results at the 80^th percentile of the $3 Billion to $10 Billion Industry Index used as the comparison group; and

•

awards are subject to a five-year post-vesting holding requirement.

•

The following table illustrates the potential vesting (i.e., payouts) based on Park’s cumulative ROAA performance relative to that of the $3 Billion to $10 Billion Industry Index used as the comparison group:

(1)

Based on a pre-determined plan, Mr. DeLawder was not awarded any PBRSUs for the 2021 fiscal year. This was based on the change of his job responsibilities during the 2019 fiscal year when he ceased to serve as Chairman of the Board of Park and Park National Bank, which changes continued into the 2020 fiscal year and the 2021 fiscal year when Mr. DeLawder retired as an executive officer of Park and Park National Bank and as an employee of Park National Bank, on June 30, 2021.

(1)

Mr. Miller’s base salary (on an annual basis) was $350,000 for the period from January 1, 2019 through April 30, 2019, increasing to $575,000 for the period from May 1, 2019 through December 31, 2019 in connection with his promotion to President of each of Park and Park National Bank and an executive officer position of Park effective May 1, 2019.

(2)

The amount reported represents the sum of: (a) Mr. DeLawder’s base salary of $143,750, received in his capacity as an executive officer of Park and Park National Bank and an employee of Park National Bank for the period from January 1, 2021 through June 30, 2021; and (b) cash compensation in the aggregate amount of $23,100, received by Mr. DeLawder in his capacity as a non-employee director of Park for the period from July 1, 2021 through December 31, 2021, which cash compensation is described more fully under the heading “DIRECTOR COMPENSATION Annual — Retainers and Meeting – Fees Cash Compensation.”

(3)

Based on a pre-determined plan, Mr. DeLawder was not granted any PBRSUs during the 2021 fiscal year. The amount reported for the 2021 fiscal year represents the grant date fair value of the 450 common shares granted to Mr. DeLawder in the form of an annual retainer in Mr. DeLawder’s capacity as a non-employee director of Park. For more information concerning the annual retainers payable to non-employee directors of Park, see the discussion under the heading “DIRECTOR COMPENSATION – Annual Retainers and Meeting Fees —Annual Retainers Payable in Common Shares.”

(4)

Mr. DeLawder’s base salary (on an annual basis) was $575,000 for the period from January 1, 2019 through April 30, 2019, decreasing to $287,500 for the period from May 1, 2019 through December 31, 2019 in connection with his ceasing to serve as Chairman of the Board of each of Park and Park National Bank effective May 1, 2019.

•

The NEOs participate in the Park Defined Benefit Pension Plan (the “Park Pension Plan”) on the same terms and conditions as other employees. The Park Pension Plan provides all participants, including the NEOs, a benefit based on the same formula of years of service and compensation, subject to limitations imposed by the Internal Revenue Code on the amount of annual compensation used to determine plan benefits and on the amount of plan benefits payable annually. The Park Pension Plan is discussed under the caption “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Park Pension Plan.”

•

The NEOs and other employees are eligible to participate in the Park KSOP. Under the Park KSOP, eligible employees can defer a portion of their cash compensation (base salary and bonus/annual incentive compensation) and receive matching contributions by Park. Park’s matching contributions in the 2021 fiscal year were 50% of the cash compensation contributed by an employee, up to the annual limits imposed under the Internal Revenue Code and United States Treasury regulations, in order to balance the cost of the Park KSOP with a desire to encourage employees to save for retirement. While Park’s contributions are made in the form of Park common shares to help build stock ownership, participants have the ability to diversify their accounts into other investments, including mutual funds and a “bank savings account” held at Park National Bank.

•

NEOs receive the same fringe benefits as other employees, except that Park and Park National Bank have entered into supplemental executive retirement benefits agreements (“SERP Agreements”) with the NEOs. Each of Mr. Trautman and Mr. DeLawder is party to a SERP Agreement with Park made as of February 18, 2008. Supplemental SERP Agreements were entered into between each of Mr. Trautman and Mr. DeLawder and Park National Bank on June 15, 2015, which were intended to increase the aggregate amount of the “Full Benefit” payable under the SERP Agreements to a level which would provide total retirement benefits more reflective of their then current income, but no greater than the benefits they would receive under Park’s retirement plans if the regulatory limits on benefits which may be received by highly-compensated individuals had not been in place. In addition, SERP Agreements were entered into on June 15, 2015 between Park National Bank and each of Mr. Burt and Mr. Miller, neither of whom had previously been party to a SERP Agreement. Finally, on January 27, 2020, a supplemental SERP Agreement was entered into between Park National Bank and Mr. Miller, which was intended to increase the aggregate amount of the “Full Benefit” payable under his SERP Agreements to a level which would provide total retirement benefits more reflective of his then current income, but no greater than the benefits he would receive under Park’s retirement plans if the regulatory limits on benefits which may be received by highly-compensated individuals had not been in place. The SERP Agreements are intended to provide total retirement benefits (in terms of income replacement) for the NEOs that are comparable to those available to other employees in the Park organization with similar years of service but who are not subject to regulatory limits on the benefits which they may receive under the Park Pension Plan and the Park KSOP. As a result, the SERP Agreements will not result in the NEOs receiving benefits in terms of income replacement that are greater than those they would have otherwise received under Park’s retirement plans if the regulatory limits on benefits had not been in place.

•

Park National Bank has also entered into two forms of split-dollar agreements (“Split-Dollar Agreements”) with each of the NEOs. One form of Split-Dollar Agreement (the “Maximum Benefit Split-Dollar Agreement”) provides for the payment of benefits in an amount which is equal to the lesser of (i) a specified “Death Benefit” (the amount of which will be reduced if the NEO dies after he has terminated employment with Park National Bank) and (ii) 100% of the difference between the total death proceeds payable under the related life insurance policy(ies) and the cash surrender value of such life insurance policy(ies) at the time of the NEO’s death. Park National Bank will receive the balance of the death proceeds not paid to an NEO’s beneficiary(ies). The reduction in the amount payable under each Maximum Benefit Split-Dollar Agreement following the termination of an NEO’s employment reflects the fact that the life insurance policies related to the Maximum Benefit Split-Dollar Agreements also serve to fund the benefits paid under the SERP Agreements and the NEO will have received those SERP Agreement benefits after his termination of employment.

•

Park has not historically entered into employment or specific change-in-control agreements with executive officers as part of Park’s compensation program. However, as previously noted, there are change in control provisions in the SERP Agreements, in the Split-Dollar Agreements and in the award agreements evidencing PBRSUs granted under the 2017 Employees LTIP.

(1)

Does not include David L. Trautman and Matthew R. Miller since they are executive officers of Park. Also does not include D. Byrd Miller III since he did not become a Park director until January 1, 2022. Includes C. Daniel DeLawder since he was no longer an executive officer of Park or Park National Bank or an employee of Park National Bank on December 31, 2021.

•

The Compensation Committee discusses annually the governance structure and management practices to effectively monitor and manage risks in compensation programs, policies and procedures;

•

To further mitigate risk, the Compensation Committee has responsibility for the design and evaluation of all executive compensation programs, including broad-based short-term and long-term incentive compensation plans; and

•

The Compensation Committee has responsibility to review and ratify Park’s non-executive incentive compensation plans. The Compensation Committee’s review of incentive compensation plans is supported by management processes aligned with the Guidance on Sound Incentive Compensation Policies adopted by banking regulators in 2010. Incorporated into the management processes is a periodic review, which includes a risk evaluation, of the components of Park’s incentive compensation plans by human resources, finance, and risk management personnel.

•

the annual incentive compensation program does not create incentives for Park’s NEOs or other employees of Park and our subsidiaries to take unnecessary and excessive risks because the amount of the payment is based on multiple financial metrics and capped at a maximum percentage of target to any individual. Additionally, the Compensation Committee retains the ability to modify the results to determine the final payout on a discretionary basis;

•

the types of awards granted under the 2017 Employees LTIP – i.e., PBRSUs with performance-based earning and service-based vesting requirements, together with a five-year post-vesting holding requirement,

•

none of the other plans or arrangements create incentives for the NEOs or other employees of Park and our subsidiaries to take unnecessary and excessive risks because the amounts payable under these plans and arrangements are not contingent on Park’s financial or other performance.

(1)

The amounts reported reflect the discretionary annual incentive compensation award earned by each of the NEOs as part of the annual incentive compensation program for each of the 2021 fiscal year, the 2020 fiscal year and the 2019 fiscal year. The discretionary annual incentive compensation awards for the 2021 fiscal year are discussed in more detail under the heading “Compensation Discussion and

(2)

The amounts reported for the 2021 fiscal year for Mr. Trautman, Mr. Burt and Mr. Miller represent the aggregate grant date fair value of PBRSUs at the expected award level as of the grant date. The grant date fair value of the PBRSUs at the target level were $315,030, $210,020 and $236,273 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. The grant date fair value of the PBRSUs at the maximum level were $472,545, $315,030 and $354,409 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. In each case, the amount reported excludes the impact of estimated forfeitures, as required by the applicable SEC rules.

(3)

The amounts shown reflect the aggregate change, where such change reflects an increase, in the actuarial present value of the NEO’s accumulated benefits under the Park Pension Plan and, where applicable, the SERP (and each individual’s SERP Agreement(s) as in effect during the applicable fiscal year), determined using interest rate and mortality rate assumptions consistent with those used in Park’s consolidated financial statements. The benefits to be provided under the Park Pension Plan and the SERP (and the related SERP Agreements) are more fully described under the heading “Post-Employment Payments and Benefits.”

(4)

Effective May 1, 2019, Mr. Trautman became Chairman of the Board of each of Park and Park National Bank, while continuing to serve as Chief Executive Officer of each of Park and Park National Bank. Mr. Trautman served as Chief Executive Officer and President of each of Park and Park National Bank from January 1, 2019 through April 30, 2019 in the 2019 fiscal year.

(5)

The amount shown reflects:

•

$4,059, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2021;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2021 pre-tax elective deferral contributions;

•

$10,136, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2021; and

•

$47,166, representing the amount of cash paid to Mr. Trautman with respect to dividend equivalent rights which vested on March 27, 2021 and March 31, 2021, as described more fully under the heading “Equity Awards Exercised and Vested.”

(6)

The amount shown reflects:

•

$3,765, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2020;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2020 pre-tax elective deferral contributions;

•

$9,230, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2020; and

•

$51,026, representing the amount of cash paid to Mr. Trautman with respect to dividend equivalent rights which vested on March 27, 2020 and March 29, 2020.

(7)

The amount shown reflects:

•

$3,447, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2019;

•

$9,500, representing the matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2019 pre-tax elective deferral contributions;

•

$8,497, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2019; and

•

$44,127, representing the amount of cash paid to Mr. Trautman with respect to dividend equivalent rights which vested on March 29, 2019 and March 31, 2019.

(8)

The amount shown reflects:

•

$768, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2021;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2021 pre-tax elective deferral contributions;

•

$2,565, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreement in effect during 2021; and

•

$32,992, representing the amount of cash paid to Mr. Burt with respect to dividend equivalent rights which vested on March 27, 2021 and March 31, 2021, as described more fully under the heading “Equity Awards Exercised and Vested.”

(9)

The amount shown reflects:

•

$721, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2020;

•

$9,503, representing the matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2020 pre-tax elective deferral contributions;

•

$2,400, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreement in effect during 2020; and

•

$35,718, representing the amount of cash paid to Mr. Burt with respect to dividend equivalent rights which vested on March 27, 2020 and March 29, 2020.

(10)

The amount shown reflects:

•

$659, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2019;

•

$9,500, representing the matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2019 pre-tax elective deferral contributions;

•

$2,235, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreement in effect during 2019; and

•

$26,454, representing the amount of cash paid to Mr. Burt with respect to dividend equivalent rights which vested on March 29, 2019 and March 31, 2019.

(11)

Effective May 1, 2019, Mr. Miller became President of each of Park and Park National Bank and an executive officer of Park. He served as Executive Vice President of each of Park and Park National Bank from April 2017 to April 30, 2019.

(12)

Mr. Miller’s base salary (on an annual basis) was $350,000 for the period from January 1, 2019 through April 30, 2019, increasing to $575,000 for the period from May 1, 2019 through December 31, 2019 in connection with his promotion to President of each of Park and Park National Bank and an executive officer of Park effective May 1, 2019.

(13)

The amount shown reflects:

•

$846, representing the amount of the premium deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2021;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. Miller’s behalf to match his 2021 pre-tax elective deferral contributions;

•

$2,009, representing the amount of the premium as deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2021; and

•

$29,034, representing the amount of cash paid to Mr. Miller with respect to dividend equivalent rights which vested on March 27, 2021 and March 31, 2021, as described more fully under the heading “Equity Awards Exercised and Vested.”

(14)

The amount shown reflects:

•

$646, representing the amount of the premium deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2020;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. Miller’s behalf to match his 2020 pre-tax elective deferral contributions;

•

$1,900, representing the amount of the premium deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2020; and

•

$24,767, representing the amount of cash paid to Mr. Miller with respect to dividend equivalent rights which vested on March 27, 2020 and March 29, 2020.

(15)

The amount shown reflects:

•

$372, representing the amount of the premium deemed to have been paid on behalf of Mr. Miller for the life insurance policy related to his Compensation-Based Split Dollar Agreement in effect during 2019;

•

$9,500, representing the matching contribution to the Park KSOP on Mr. Miller’s behalf to match his 2019 pre-tax elective deferral contributions;

•

$599, representing the amount of the premium deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreement in effect during 2019; and

•

$15,433, representing the amount of cash paid to Mr. Miller with respect to dividend equivalent rights which vested on March 29, 2019 and March 31, 2019.

(16)

Effective May 1, 2019, Mr. DeLawder ceased to serve as Chairman of the Board of each of Park and Park National Bank but continued to serve as an executive officer of Park and Park National Bank and an employee of Park National Bank, until his retirement from those positions on June 30, 2021. Mr. DeLawder served as Chairman of the Board of each of Park and Park National Bank from January 1, 2019 through April 30, 2019 during the 2019 fiscal year.

(17)

The amount reported represents the sum of: (a) Mr. DeLawder’s base salary of $143,750, received in his capacity as an executive officer of Park and Park National Bank and an employee of Park National Bank for the period from January 1, 2021 through June 30, 2021; and (b) cash compensation in the aggregate amount of $23,100, received by Mr. DeLawder in his capacity as a non-employee director of Park for the period from July 1, 2021 through December 31, 2021, which cash compensation is described more fully under the heading “DIRECTOR COMPENSATION – Annual Retainers and Meeting Fees – Cash Compensation.”

(18)

Mr. DeLawder’s base salary (on an annual basis) was $575,000 for the period from January 1, 2019 through April 30, 2019, decreasing to $287,500 for the period from May 1, 2019 through December 31, 2019 in connection with his ceasing to serve as Chairman of the Board of each of Park and Park National Bank effective May 1, 2019.

(19)

The amount shown reflects:

•

$11,819, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2021;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2021 pre-tax elective deferral contributions;

•

$15,481, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2021; and

•

$37,733, representing the amount of cash paid to Mr. DeLawder with respect to dividend equivalent rights which vested on March 27, 2021 and March 31, 2021, as described more fully under the heading “Equity Awards Exercised and Vested.”

(20)

The amount shown reflects:

•

$10,553, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2020;

•

$9,750, representing the matching contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2020 pre-tax elective deferral contributions;

•

$14,514, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2020; and

•

$40,821, representing the amount of cash paid to Mr. DeLawder with respect to dividend equivalent rights which vested on March 27, 2020 and March 29, 2020.

(21)

The amount shown reflects:

•

$9,492, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during 2019;

•

$9,500, representing the matching contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2019 pre-tax elective deferral contributions;

•

$13,695, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2019; and

•

$39,736, representing the amount of cash paid to Mr. DeLawder with respect to dividend equivalent rights which vested on March 29, 2019 and March 31, 2019.

•

the annual total compensation of Park’s Chairman/CEO, as reported in the Summary Compensation Table for 2021, which was $2,325,563;

•

the annual total compensation of the median employee of all employees of Park and our subsidiaries (other than Park’s Chairman/CEO), which was $65,619; and

•

the ratio of (i) the annual total compensation of Park’s Chairman/CEO to (ii) the annual total compensation of the median employee, which was 35.61 to 1.

(1)

The awards shown in this table are in the form of PBRSUs, with each PBRSU representing the right to receive one Park common share if earned and settled. Each award of PBRSUs also provides the holder with dividend equivalent rights which will vest and be settled in cash if, when and to the extent the related PBRSUs vest and are settled.

(2)

PBRSUs will be earned based on Park’s cumulative ROAA for the three-fiscal-year performance period beginning January 1, 2021 and ending December 31, 2023 as compared to the cumulative ROAA results for the $3 Billion to $10 Billion Industry Index (which excludes corporations classified for federal income tax purposes as “S corporations”). No PBRSUs will be earned, regardless of Park’s relative ROAA results, if Park’s consolidated net income for each fiscal year of the performance period does not equal or exceed 110% of all cash dividends declared and paid by Park during the applicable fiscal year. In addition, no PBRSUs will be earned if Park’s cumulative ROAA for the performance period is below the 50^th percentile (or median) of the $3 Billion to $10 Billion Industry Index. If Park’s cumulative ROAA for the performance period equals the 50^th percentile of the $3 Billion to $10 Billion Industry Index, holders of PBRSUs will earn the target number (which is also the threshold number) of PBRSUs. If Park’s cumulative ROAA for the performance period equals or exceeds the 80^th percentile of the $3 Billion to $10 Billion Industry Index, holders of PBRSUs will earn PBRSUs equal to 150% of the target number, with the number of PBRSUs earned for results in between the 50^th and 80^th percentiles determined using interpolation on a straight-line basis.

(3)

Earned PBRSUs will also be subject to additional service-based vesting – 50% of the PBRSUs earned will vest at the end of the three-fiscal-year performance period once results are certified by the Compensation Committee, with the other 50% of the earned PBRSUs vesting on the first anniversary of the certification date. Common shares received upon settlement of earned and vested PBRSUs cannot be sold, transferred, assigned or otherwise similarly disposed of for five years after the date they are delivered. If an NEO dies or terminates employment with Park and our subsidiaries due to disability or retirement (i.e., has a “normal retirement” or an “early retirement” for purposes of the Park Pension Plan) at any time during the three-fiscal-year performance period, a prorated portion of the PBRSUs will vest on the last day of the performance period based on the number of PBRSUs that would have been earned based on the actual level of performance achieved during the performance period and the quotient of the number of full calendar months elapsed between the grant date and the date of death or termination of employment due to disability or retirement, as appropriate, divided by the number of months in the performance period. If an NEO dies or terminates employment with Park and our subsidiaries due to disability or retirement after the performance period has ended but before the service-based vesting requirements have been satisfied, the outstanding unvested PBRSUs will immediately vest. If an NEO’s employment with Park and our subsidiaries terminates for any other reason, including for “cause” (as defined in the 2017 Employees LTIP), all unvested PBRSUs will be immediately forfeited. In the event of a “change in control” (as defined in the 2017 Employees LTIP), each NEO will immediately vest in all unvested PBRSUs as though the cumulative ROAA of Park as compared to the cumulative ROAA results of the $3 Billion to $10 Billion Industry Index had been achieved at the level of achievement (i.e., the percentile of the $3 Billion to $10 Billion Industry Index) which would have been achieved if the performance period had begun on January 1, 2021 and ended on December 31 of the fiscal year most recently completed before the change in control as long as the other performance-based criteria for vesting had been satisfied as of the date of the change in control. The service-based vesting requirement will be deemed to have been satisfied as of the date of the change in control.

(4)

Based on a pre-determined plan, Mr. DeLawder was not awarded any PBRSUs for the 2021 fiscal year. This was based on the change of his job responsibilities during the 2019 fiscal year when he ceased to serve as Chairman of the Board of Park, which changes continued into the 2020 fiscal year and the 2021 fiscal year when Mr. DeLawder retired as an executive officer of Park and Park National Bank, and as an employee of Park National Bank, on June 30, 2021.